RE 2004-09-28.1A RESOLUTION OF THE CITY OF COPPELL, TEXAS
RESOLUTION NO. 200j 09 Z 8.
A RESOLUTION OF THE CITY OF COPPELL, TEXAS,
APPROVING THE TERMS AND CONDITIONS OF REFINANCING
LEASE PURCHASE AGREEMENT WITH KOCH FINANCIAL
CORPORATION; PROVIDING FOR AUTHORITY ACTION FOR THE
CITY MANAGER TO SIGN; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Coppell (hereinafter "City) has been
presented a proposed Refinancing Lease Purchase Agreement with Koch Financial Corporation,
which is attached hereto and incorporated herein as Exhibit "l," and
WHEREAS, after review the City Council has found said Agreement to be acceptable and
in the best interest of the City and hereby in all things approved;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
SECTION 1. That the terms and conditions of the Agreement, which is attached hereto and
incorporated herein as Exhibit "A," having been reviewed by the City Council and found to be
acceptable and in the best interests of the City and its citizens are hereby in all things approved.
SECTION 2. That the City Manager is hereby authorized to execute said Agreement and
to act on behalf of the City in all matters relating to such Agreement.
SECTION 3. That this Resolution shall take effect immediately from and after its passage
as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this the Z6 qday of
2004.
67823
ATTEST:
i
ROBERT E. HAGEWCITY ATTORNEY
(RE cdb 9/22/04)
67823
ESSENTIAL USE/SOURCE OF FUNDS CERTIFICATE
City of Coppell
255 Parkway Blvd.
Coppell, Texas 75019
Re: Master Equipment Lease/Purchase Agreement dated March 01, 2004, Schedule of Property No. 2 dated October 25, 2004
This certificate confirms and affirms that the Equipment described in the Agreement referenced above is essential to the functions of
the Lessee or to the services Lessee provides its citizens. Further, Lessee has an immediate need for, and expects to make immediate
use of, substantially all such Equipment, which need is not temporary or expected to diminish in the foreseeable future. Such
Equipment will be used by the Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary
functions consistent with the permissible scope of its authority.
1. Is the Equipment new, upgrade, additional or replacement? REFINANCING 3 FIRE TRUCKS THAT WERE ORIGINALLY
REPLACEMENTS.
2. If replacement, how old is the existing equipment? FIRE TRUCKS WERE PLACED INTO SERVICE ON JUNE 15, 2001.
3. Please fully explain the use of the Equipment including any specific department that may be its primary user.
USED BY THE FIRE DEPARTMENT FOR PUBLIC SAFETY REASONS.
4. If the Equipment is computer hardware or software, on what hardware will the software run and is the existing hardware owned or
being leased?
5. From which fund will lease payments be made? GENERAL FOND
6. Will any loan or grant monies be used to make lease payments? NO
Lessee expects and anticip te5 ate funds to be available for all future payments or rent due after the current budgetary period.
Signature:
Name: JIM WITT
Title: CITY MANAGER
Phone: ( 972) 304-3615
Please return this certificate with complete copies of your two most recent audited financial statements so we may begin our credit
review process. Thank you.
THE CITY'S COMPREHENSIVE ANNUAL FINANCIALREPORTS CAN BE FOUND ON THE
CITY'S WEB—SITE AT CI.COPPELL.TB.US.
...n. va: u• rns 11002
Purchase order: CPOO-1a49A
Page: I of 1
Dara Printed: 11/30120C
COOPERATIVE PURCHASING, Houslon-Golvesron Arca Council ojGovernments .
3335 Timmons Lane, Suite 300 Houston, TX 77027-6748 www.h�rn .tr sling/ n oc � Tel: 713/993-2483 Fax: 713/993-4548
r a , tvsr i .11 Deltverto/ P n °F4
13333-A CHRISP9IN MY ADMINISTRATION
HOUSTON, TX 71039 500 SOUTHMSTUN BLVD.
COPPELL, TX 70519
t® KOCH
FINANCIAL CORPORATION
MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Nummenr Lease/Purchase Agreement dated as of March 01, 2004, and entered into between Koch Financial Corporation, a Kansas corporation
("Lessor"), and City of Coppell, a body corporate and politic existing under the hews of the Smte of Texas ("Lessee").
L Aurec Snot. Lassa ages to lease from Lessor certain "Equipment" u
described in each Equipment Schedule (Exhibit A), which together with a Rental
Payment Schedule (Exhibit A -q constitute a "Schedule', subject to the terms and
conditions of and for the purposes set f anh in each Lease. Rams of equipmml may
be eddM to the Equipment from rise to time by CaauMo ofaddicienal Schedules by
the parties hereto and as otherwise provided herrn. Each Schedule and the comma and
provisions of this Agreement (which includes elf exhibits hereto, together with any
amendments and modifications pursuant thereto) which arc incorporated by reference
into such Schedule shall constitute a mpmete and independent tease and installment
purchase of the Equipment therein described and we referred to herein an a "Lease".
2. Tar,. The "Comnoncemrnt Date" for each Lease is the date what interest
Comment. to ammo under Such Lease which date shall be the emiier Of (i) the date
on which the Equipment listed in such Lease is accepted by Lessee in the meaner
described in Section 11, or (ii) the data on which sufficient monies to purchase file
Equipment listed in such Lease Ke deposited for that purpose with an escrow agent,
or (iii) the date mfficient mania are tel aside for acquisition of Equipment as
evidenced in Exhibit D. if applicable. The "Latest Term" for Cash Lease mans the
Original Term and all Renewal Terms therein provided and for this Ageemmt,eau
the period from the date hereof until this Agreement is terminated The "Original
Terri' means the period from the Commamost ew Dote for each Ieue until the end
of Lcame's fiscal year or bieanium (u the rue may be) (the "Fiscal Period") in
effeel at Such Commencement Date. The "Renewal Tenn" for each Lease is each
tern having a duration than U momansive with the Fiscal Period. .
3. Rep t tions and Covenants of L "2u, Lesson represents, Cavernous
std warrants for she benefit of Lemor on the data hereof and an of the
Commencement Date of web Lease u follows: (a) Levee is a public body corporate
and politic duly organized and existing under the constitution and lows of the Slate
with fall power std authority under the Constitution and laws of the tote where the
Lomas is located i Sam-) to enter into this Agreement and each Lease and the
outstations; contemplated hereby and in perform all of on Obligations hereunder and
under each Lout; (b) Lesson has duly authnrbed the execution and delivery of Nis
Agrooant mid tach Lease by proper •ndan of its governing body at a meeting duly
,,Had and held in accordance with State law, m by other appropriate official
approval, and all requirements have been met cad procedures have occurred to ensure
the validity and enforceability of the Agement and web Lease; (c) Lessee will do
or again to be dare all things memory to preerve and keep in fail form and effect
its existence as a body Corporate and politic; (d) Lesson hu complied with Such
politic bidding requirements u may be applicable in this Agrmmcut std web Lease
and the acquisition by Lessee of the Equipment as provided in each Lease; (c) during
the Lease Term, the Equipment will be used by Lessee solely and exclusively for the
parties, of performing essential governmental or proprietary Nnctirms of Lessen
amuistent with the permissible scope of Leasec's authority; (1) Lesson will =natty
provide Lessor with aurml financial satemanrs, budgets, proof of appropriation for
the craving Fiscal Period, and such other financial information relating to the ability
of Lena to continue each Lesson as may be requested by lessor, and (g) Lasee has
m immediate need far the Equipment listed on web Schedule and expects to make
immediate use of the Equipment listed on each SchWde.
4. T a d A b't Re Utiogg. Lasee hereby represents as fallows:
(a) the estimated total costs of the Equipe not listed in each Schedule will not livings
than the tarot principal portion of the Rental Payments listed in such Renal Payment
Schedule; (b) the Equipmenl fisted in web Schedule has ban ordered or is expected
to be ordered within 6 months of the Commencement Dam, and all amounts deposited
in escrow ft pay far the Equipment, and interest comings, wfi; be expended on case
of the Equipment Bad etre financing within 3 yews of Commencement Date; (c) no
proceeds of any Lauc will be used o reimburse Less. for expenditures made more
than 60 days prior to the Commencement Date or. if Cartier, more than 60 days prior
to any offctat action taken to evidct, an intent o finance; (d) lessee has not commit
or established, and does not expect to create or estimating, any sinking fund or similar
Pond (i) dot is reasonably expected in be used m pay the Renal Payments, or (ii) that
may be used solely to pmvrni a default in the payment of the Rental Payments; (a)
else Equipment listed in each Schedule has not been and is not expected to be sold or
otherwise disposed of by Lessee, either in whole at in part, prior to the Inst momnry
of Renal Payments; (f) Lesson will Comply with. III applicable provisions of the
Internal Rcvcnuc Cud, of 1986, as amended ("Code"), Including wilheul limitation
Sections 103 and 149 thereof, and the applicable regulations of the Treasuy
Department to maintain the exclusion of the interest components of Rental Payments
from gross income for purposes of federal income taxation; and (g) Lessee intends
that rash Lease not constitute a "true" least for federal income tax Parts...
5. Lease of Eauiument. Upon the execution of each Lease, Lessor domisas,
James, transfers, and Ica at Lessor, and Lessee acquires, rents, leases and hires frmn
Lessor, the Equipment in accordance with the terms thereof. The Lease Tear for
each Lease may be continued, solely at the option of Lessee, at the end of the
Original Term or any Renewal Tem, forum next succeeding RCnewal Tam up to the
maximum Lase Term set forth in such Least At the end of the Original Term and in
the end of each Renewal Term the Lease Term shall be automatically extended upon
the successive appropriation by L.S.'s governing body of amounts auff.m to pay
Rental Payments and other amounts payable under the related Lease during the nut
succeeding Fiscal Pennd until all Rental Payments payable under such Lout have
been paid in NIL unless Lase shall have terminated such Lease pursuant to Section
7 or Section 22. The More and conditions during any Renewal Term shall be the
same as lltt menu and conditions during the Ongirwl Term, except that the Rasta!
Payments shall be as provided in the applicable Lease.
6. Continuation of Lesse Term. Laos. normally intends, subject to Section
7, to continue The base Tem, of each Lout through dte Original Teter and all
Renews! Tenses and to pay the Rata! Payments theremder. Lena memorably
believes that legally available £ands in an amount sufficient to make all Rental
Payments during the maximum Lout Term of each Laue can be obmined. Lesser
currently intends m do all things lawfully within its power m obtain and maintain
funds from which the Renal Payments may be made, including making provisian for
such payments in the extent necessary in each budget or appropriation, request
submitted and adopted in accordance with applicable provisions of law.
Notwithstanding the foregoing, the decision whether or not to budget and appropriate
fonds or to extend the applicable Schedule for any Renewal Term is within Om
disarm on ofthe governing body of Lessee.
7. Nonaagmpriation. Lessee is obligated only to pay such Rental Payments
under each Lease as may lawfully be made from foods budgeted cod appropriated for
that purpose. Should Leasee fail to budget, appropriate or otherwise make available
fonds to pay Rental Payments under my Lease following the then current Original
Tams or Renewal Term, such Leax err Lases shall be deemed Mistrusted at the cod
of the then currem Original Teem or Rmmwal Term. Leena agrees to deliver notice
o Lessor of such termination at Most 30 days prior to the cad of the than current
Original Tom in Renewed Term, but failure to give Suds notice shall nut extend the
tem, beyond Such Original Term or Renewal Terns. If any Lease is terminated in
accordance with this Section, Lessor egress to pewcably deliver the Equipment to
Lessor as the Imaidi m(s) to be specified by Lessor.
S. Conditions to Loser's Performance This Agreement is not a coimdmtmt
by Lessor to enter into any Lease not normally in existence, and nothing it.. this
Agreement stall be counted to impose my obligation upon Lessor to onter into my
proposed Lease, it being understood that whether Lessor erten into my proposed
Lease shall be a decision solely within Latest's distinction. Leasee will Cooperate
with Lessor in Lessor's review of any proposed Lease. Lesser understands that Lanor
requires certain documentation and information necessary to anter into any Lase mid
Lessee agrees to provide Longer with any docamrmalion or information Lessor may
request in connection with Lessor's review of any proposed Lease. Such
documentation may include, without Ifmimtioq documentation concerning the
Equipment and its contemplated use and location and documentation or information
concerning the financial setas of Leum and other matters related m Lessee.
9. Rental Psvments. Lessee shall pmmptly tiny "Rental Payments" so
described in Exhibit A-1 to each Lease, exclusively from legally available funds, to
lessor, on the dates and in web amounts a provided in web Louc. Lessee shall pay
Lessor a charge an any Rental Payment not paid on the date Such payment is due at the
rate of 12% par annum or the maintain rate permitted by law, whichever is lea; from
such date until paid Rental Payments Consist of principal and interest Furnace. e. Leaser
and Lessee understand and inted rhot the o0ligariva of Lessee in pap Rental
Payments under etch Ixase hC11 tonsil is a currant expense ofLance mid shall not
in any sasty be most, ad to be a debt of Leseee in canrravention of any applicable
carutimlio,ol err statutory Ii..iralion ar r,,ulra..ar c...ng Ise crcarion if
indebtedness by Gosset, nor shall anything ce.unt arl herein or in a Lease constitute
a pledge ofthe general tux revenues, funds or monies afLassee.
10. RENTAL PAYMENTS TO ISE UNCONDITIONAL. EXCEPT AS
PROVIDED IN SECTION 7, THE OBLIGATIONS OF LESSEE TO MAKE
RENTAL PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER
COVENANTS AND AGREEMENTS CONTAINED IN EACH LEASE SHALL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT
ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR
ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE
EQUIPMENT TO DE DELIVERED OR INSTALLED, ANY DEFERTS,
Master Equipmm.t LmCPC,Chaso Agreement dated Mach 1, 2064
MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR
ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES.
U. —,,*,a . I call.gQ., AcomosgRo,. Lessee shall order the Equipment,
cause the Equipment W be delivmed and installed at the location specified in each
Luse and pay my Rod all delivery and installation cats in =motion therewith.
When the Equipmenr listed in my Lease has been delivered and installed, Lessee
shall mediately accept such Equipment and evidence said acceptance by executing
manual
and delivering m Lessor an Ac=pun= Cerutiage (Exhibit B). Lessor shall provide
Less" with quite use and enjoyment of the Equipment during the Lease Term.
12, Location. Inspection. Once installed, no !sem of the Equipment will be
moved from the location specified for it in the Luse on which such item is listed
without Lessor's consent, which cmuent shall on be mtmombly withheld. Lessor
shall have the fight at all reasonable limes during regular business hoes% m enter into
and upon the property of Losec for the purpose of inspecting the Equipment.
13. [tae: Maintenance. Leasee will not insult, use, 0pemle or mainmin the
Equipment improperly, carelessly, in violation or any applicable law or in a manner
contrary to that contemplaud by the n ]stet Lease. Lessee shall provide aE permits
and grooms. It my, necessary for the installation and operation o. the Equipment In
addition, Lessee agree to comply in all specs with all applicable laws, regulatiam
and rulings of my legislative, assertive, Administrative or judicial body. Lessem
agrees that it will, at Lesson's own rest and oxpanse, maintain, preserve odd keep the
Equipment in good repair and working order. Lesson will enter into A maintenance
contract for the Equipment that is acceptable 10 Lessor.
14. Title. Upon acceptance of the Equipment under a Lease by Let title to
the Equipment shall vest in Lessee subject to Lessor's rights under the Loose;
provided that title slut] fiemfrer inunediamly and without any nation by Lessee vet
in Lessor, and Losec shall immediately surrender possession of the Equipment W
Leaser, upon (a) my rumination of the applicable Lease other than termination
pursuant to Section 22 or (b) the uccurma of v. Event of Default. Transfer oftide
to Lessor pursuant to this Section shall =cur auW ticu!ly without the necessity of
my bill of sale, =tirimm of title or other instrument of conveyance. Lessee shall,
co,mu!olus, excuse and deliver my such instrumuts in Lessor may request to
evidence such rrmsfer.
15. ST!,2 � Interest. To saran the payment of all of Lessor's obligations
undo, each Lease, upon the ca=ution of such Lessor Lem' Stands 10 Lessor A
security :newest constituting a first and exclusive den on the Equipment applicable to
such Lea. and an all proceeds therefrom. Lessee agrees to extrate well additional
documwm, in farm satisfactory to Lusty which Lessor deaths necessary or
Appropriate to establish and maintain its security interest in the Equipment. The
Equipment is and will remain personal property and will not be decrostl to be affixed
to or a part of the ml route on which it may be stinted.
16. Le s T Age, Other Governmental Ch u and Utilita• Charnu. Lessee
shall keep the Equipment free of all levier, limas and ancembrancr, except those
muted by each Lease. The parties to this Agreement crntemplam that the Equipment
will be used for goveamentat or proprietary purposes of Lessee and that the
Equipruut will therdnre be exempt from e11 progeny suer. Hthe sae, possession at
acquisition of any Equipment is nevertheless determined to be subject to insetting,
Lessee shall pay whem due all was and govermneutal charges lawfully cussed or
levind against o, will, mpect to such Equipment Lessee shall pay all utility and
other charges incurred in the one and maintenance of the Equipment. Lessee shall
pay such was or charge as the same my become due.
17. Inumosoca At its own expense, Lessee shall during each Luse Term
maintain (a) casuairy insum=e insuring the Equipment against lows or damage by fire
end all other risks covered by the standard extended coverage endorsement then in
use in the State Rod any other risks reasonably required by LaRsor, in an amount al
!cast equal W the that applicable "Purchase Prier" of the Equipment As described in
Exhibit A-I feach Lease; (b) liability man== that protects Lessee from liability in
all events in form and mnuunt selisfacmry to Lessor; mal (c) workers' compensation
coverage As requited by the laws of the State; provided that, with Lessor's prior
wrgim consent, Lessee may self-insure against the risks described in dmem (a) and
(b). tossed shall furnish W Lessor Evidence of such insurance or serif-insurance
coverall, throughout each Lcase Tcros. Lomas shall not maredi lly ounI&I or annul
such insurance or self-insurance coverage without first giving written notice the=f
to Lessor at Inst to days in advance of such uneei!ation or mdiRation. All Utah
insurance described in clauses (a) and (b) above shall contain a plovision miming
Lessor as a lass payee and additional insured.
IS. Adtannes. In the event Lessee shall fail to keep rhe Equipment in good
rapid, and working order, Lessor may, bid shall be under no obligation to, maintain
and repair the Equipment and pay the cast thereof. All amounts so advanced by
Lessor shall com:imte additional rent for the then current Original Term or Reoowal
Term and Loss= agrees to pay such amounts so advanced by Lessor with innocent
thereon tram the advance dale until paid of the to of 12% per annum or the
maximum rale perrssided by law, whichever is Ions.
19. Eignmv, DeAur.efi.c and Condemnation, If (a) the Equipment or any
portion thereof is destroyed, in whole nr in Pont, or is damaged by Ere or other
usually or (b) title to, or the temporary use of, the Equipment or any pan thereof
shall be taken under the eerdsc or threat of the power of eminent domain by any
governmental body or by any person, fm+ or cnrpnmtion acting, pursumi to
Sovertsrnmul authority, Lessee And Luso, will cause the Net Proceeds m be applied
W the prompt replacement, repair, mstorasian, modification or improvcmeut of the
Equipment m substantially the same condition as existed prior W the event causing
such damage, destruction, or condnnnation, unless Lessee shall have exercised its
option to purchase the Equipment pursuant to Section 22. Any balance of the Net
Proceeds remaining after such work has been completed shall be paid to Lea=.
For purposes of this Sconce, the tet "Net Proceeds" shall mem (y) the Amomd of
insulator, proceeds received by Lessee for replacing, mpeinng, covering, modifying,
or improving damaged or destroyed Equipment, or (g) the amount remaining from the
gross proceeds of any condemnation oward or sato under threat of condemnation after
de kicring ail expenses, including attorneys fees, incurred in the collection thereof. If
the Net Proceeds am insufficient u, pay in full the cast of any mplacement, repair,
rutoutum, modification or improvomme mfbrred to herein, Lusee shall either (a)
complete such replacement, repair, raaomtion, modification or improvement and pay
any Ones thereof in excess of the amount of the Net Proceeds, or (b) pursuant to
Section 22. purchase Lessor's interest in the Equipment and in any other Equipment
listed in the same Lease. The amount 01' dm Nei Proceeds, if my, remaining after
completing such replacement, repair, restoration, modification or improvement or
After purchasing Lessors imcrinf in the Equipment and such other Equipment shall be
retained by Lasa. If Lessee shall make any payments pursuant to this Section,
Lessee shall not be entitled W my reimbursement therefor from Lessor nor shall
Losec be a ingici in my diminution of the amounts payable ander Section 9.
20. DISCLAIMER Or WARRANTIES. LESSOR MAKES NO
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE OR FITNESS FOR [ISE OF THE EQUIPMENT, OR
WARRANTY WITH RESPECT THERETO WHETHER EXPRESS OR IMPLIED,
AND LESSEE ACCEPTS SUCH EQUIPMENT AS 1S AND WITH ALL FAULTS.
IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION
WITH OR ARISING OUT OF ANY LEASE OR THE EXISTENCE, FURNISFENG,
FUNCTIONING OR LESSEE'S USE OF ANY PR_'M, PRODUCT OR SERVICE
PROVIDED FOR IN ANY LEASE.
21. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee as its
agent and anomcy-m-fact during each Lease Term, so long as Leasee shall not be in
defoult tender the related L.easg, to asses from time to lime whatever claims and rights
(including without limitation wanumus) relating W the Equipment that Lessor may
have against Vendor. The term "Vendor' mum env supplier or manufacture, of fire
Equipment as well as the agents or dealers of the manufacturer or supplier from
whom Lusts purchased or is purchasing such Equipment. Lessee's sale remedy, for
the broach of wch wursmsty, indemnification or representation sits]) be against
Vendor of the Equipment, end not againat Lessor. Any such matter shall not have
any crest whatsoever on the rights or obligffiians of Lessor with respact to any
Lease, including the right to receive full and timely payments under a Lease. Losses
expressly acknowlWgu that Lessor makes, and has made, no represanmGons or
warranties who¢=vor es to the existence or the availability of such wamenties by
Vendor of the Equipment.
22. Purchase OnHnn. Lessee shall have the option to parching Lessor's interni
in all of The Equipment listed in any Leese, upon giving written notice to Luso, at
)east 60 days before the date of purchase, at the following times and upon the
following mmn: (a) on the Raul Payment dales specified in each Lease, upon payment
in full of the Rtmtal Payments than doe under such Luse plus the than apphuble
Purchase Price as mfumced in Exhibit A -i; or (b) in the event atsubstantial damage
W or destruction or condemnation of substantially all of the Equipment listed in A
Leese, on the day specified in L.essa's notice m Lessor of i% exorcise of the purchase
option upon payment in full to Luser of the Remal Payments than dna under such
Lame plus the than applicable Purchase Prier, plus seemed interest from the
immediately preceding Rental Payment date to such purchass data
23. Assignment. Lass's rigid, title and interest in and to each Luse, including
Rental Payments and my other amounts payable by Lessee totoundn and all
proceeds therefrom, may be assigned and reassigned to one or more nsaignces or
subassignecs by Lessor without die necessity of obtaining the consent of Lessee;
provided that any such assignment shall net be effa Ne until (a) Leasco has received
written notice, signed by the assignor, of the name and address of the assignee, and
(b) it is registered an the registration hooks. Luso shall retain all such emdcis as a
register of all assignees in compliance with Section 149(c) of the Code, and shall
make all payments to the assignee or assign=s designated in Such register. Lesson
agrees to execute all documents that may he msanahl-v requested by Lessor or any
assignee to protect its intarcas and property assigned pursuant to this Senior.
Lessee shall not have the right to and shall not assert against any assignee any claim,
counterclaim in other tight Less" may have against Lessor or Vendor. Assignments
any include without limiution assignment of all of Lessors security interest in and to
the Equipment listed in A panicular Lase and all rights in, to and under the Leese
related to such Eau!pment. Lessee hereby agree that Lessor may, without notice to
Lessee, sell, dispose of, or Resign this Agmemem or any particular Louse at Leases
through a pool, trust, limited patnerdup, o, offer similar entry, whereby one or
Master Equipment Le-0TGTamltsae Agrctm=, dated Mend, 1, 2004
more totem s, arc created in this Agtamem m, IV a Lease or Leases, or in the
P.qw mcm lived in or the Rental Payments under a particular Lease or Leases.
None of Lesaw', right, fill, and interest in, to and under any Lease or any
portion of the Equipment listed in each Lease may be assigned, subleased, or
encumbered by Lase, for my reason wilham obtaining prior wnnm Consent of
Lessor.
24. Pvmis of Defanil. Any of the following events $hall comment an "Event
of DefmlC under a Leese: (a) failure by Lessen to pay any Rental Payment or other
payment required to be paid under a Lmsc m the lime specified therein; (h) failure by
Lessee to observe and perform any covounf condition or agreement on its pan to be
observed or performed, other than As relened to in subparagraph (a) above, for a
period of 30 days afar written notice specifying such failure and requesting that it be
remedied is given to Lessee by Lessor, (c) any sot ccusen,-Pmewtstioe or wananry
mall, by Lessee in or pursuant many Lear, shall prove to have been false, incorrect,
misloading or breached in any material respect on the date when made; or (d) Lasa
in66rnom any proceedings under any bankruptcy, insolvency, morgoodesnon or
similar law or a receiver or similar official is appointed for Lessee or any of ill
Property.
25. Remedies on Default. Whmevv any Event of Defauh cxisU, Lessor Shall
have the right, at its ante option without any lan nor demand or notice, to Atka one err
any combination of the
following remedial steps: (a) by women notice to Lessee.
Lessor may declare all Rental Payments payable by Lessee passant to such Lease
and other amounts payable by Lasa undo such Lase to the end of the then current
Onginal Term or Rmowal Tem to be immediately due and payable, (b) with or
without sanctioning the Lease Tenn trader such Lase, Lessor may enter the premises
wham the Equipment listed in such Lease is loomed and recalls possession of such
Equipment or Paquin; Lessee at Lava's expense te promptly comm my or all of such
Equipment to the posanasion of Lessor at such piece within dm United Stara as
L,Mr shall specify, end sell or lease such Equipment or, for the account of Lessor,
subjmw such Equipmem, continuing to hold Leases liable for the difference between
(i) the Rental Payments payable by Want, purwms in such Lase and other amounts
related to such Lease of the Equipment listed therein that sot payable by Lessee 10 Ole
and of the than current On good Term nr Renewal Temv, as the case may be, and (ii)
the at proceeds of my such sale, leasing or subleasing (after deducting all =pan=
of Lessor in exercising its mmedies mdersuch Lase, including without Nestorian all
expos, of raking possession, staring, reconditioning and selling or leasing such
Equipment and all brokerage, auctioneers and attorney's fees), subject, however, an
the provisions of Suction 7 hereof The exercise army such remedies in respect of
any such Evem of Default shall not relieve Lessen or any other liabilities under my
other Lease or the Equipmem listed therein; and (c) Lessor may take whatever action
at law or in equity may appeal neaassary or desirable to enforce its rights mder such
Lease or as a saved party in Any or all of the Equipment. Any net proceeds from the
exermise of my remedy wader a Lease (after deducting all costs and expenses
referenced at the Section) $hall be applied As follows: (i) if such remedy is exercised
solely with respect to a single Lease, Equipment listed in such Lase or rights
Hereunder, then In amounts due pursuant to such Lease and other amomts related to
such Lease or such Equipment; or (ii) if such remedy is exorcised with respect to
more than one Lea; Equipmem listed in more than one Luse or rights under more
than one Lease, then to amounts due pursuant to such Leases pro -rata.
26. No Remedy Emdustye. No remedy herein conferred upon or reserved to
Lessor is intended to be exclusive and assay truth reanedy shall be cumulative and
shall be in addition to every other remedy given under a lease now or hereahes
existing at law or in cgttity.
27. Notices, All notice or other coounmientions; under any Lease chap be
sufficiently given and shall be deemed given when delivered or mailed by registered
mail, postage prepaid, to the ponies hereto at the addresses listed below (or at such
other address as either party harem shall dominate in wrifing to the other for notices
to such party), or to any wi ignee at its address as it appears on the registration books
maintained by Lessee.
28. Release and Indemnification, To the arm permitted by Slam law, and
wbjact to Section 7, Lesser shall indemnify, rales,, protect, hold harmless, save and
keep harmless Lessor from and against any and all liability, obligation, loss, claim,
lax and damage whatsoever, regardless of muse thereof, and all expenses in
...neoism therewith (including, will or limitation, anomey's fees sal expenses,
Penalties coMCemd 111arawith imposed on oriental mwjved) arising Out of or as result
of (a) entering into my L., (b) the ownership of my item of Equipment, (c) the
ordering, acquisition, use, operation, condition, purchase, delivery, rejection, mirage
or retum army item of Equipment, (d) any accident in connection with the operation,
use, condition, pomassiou, storage or return of any item of Equipment resulting in
damage to prop=ty or injury to or death to any person, and/or (e) the breach of any
covenant or my material ropmsmandon contained in a Lease. The indemnification
arising under this Sooner. shall continue in full fora and effect notwithstanding the
full payment of all obligations and= all Lames or the termination of the Lase Teem
under all Leases for my mason.
29. Miscellaneous Provisions. Each Lease shall inure to the benefit of and
shall be binding upon Lessor and Lomas and their respective successors mid assigns.
References herein to "Lessor' shall be doomed to include each of its asiguces and
subsequent assignors from and after the effativc data of each assignment a
permitted by Simt m 23. In the event my provision of my Lott shall be held
invalid or unmfurenabie by my court of competent jurisdiction, wch holding shall
not invalidate or render anentrommahie my other provision thwoof. Each Lome may
be amended by mutual written consent or Lessor tied Lusa. Each Lease may be
simultaneously executed in several comterpmts, each of which shall be an original
and all of which shall constitute but one and the same instrument. The captions or
headings in this Agreement and in each Lease ars for convenience only and in no way
define, limit or describe the scope or intern of my provisions or sections of this
Agreement or any Lame. This .Agreement and act: Lease shall be governed by and
mnsirced in accordance with the laws ofthe Stare.
rN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement m be executed in their names by their duly authorized representatives As of the date
first above written.
(LESSOR)
Y.och Financial Corporation
17767 North Perim$= Drive Suite 101
SconsJale 652 5 �/y
DY_
Nance
i et7�NtETtp�
rlllc__ir^G-Dacctnrt1t c�CRA51DNER,
C,xl.' L
erpari No. ` of menu liy e;ccuted and
se;:^,?1, nt: n"eyed cnaatcrrarts. To the extent thea this
[;27C''E:.S 4�E;t II?eft 1[1 i}7C' (�17dfof.il
a... i:iu74�;'. C! (,fi(iC j, ❑:) 5':::C;h"F j' likefC,",i 8['eli) may be
t9tou h Cie L,^sfer or, possessio❑ of zny C:ounwi-part othrsr
tlinCor^,terp:ut
(LESSEE)
City of Coppell
255 P=kway Blvd.
Coppeil, Te 75 9
Hy
Name
Title
Mosler Equipmem Lase/Porehase Agreement dated March 7, 2004
Amendment No. 1 (the "Amendment') to
Master Equipment Lease/Purchase Agreement dated March 1, 2004 ("Agreement')
by and between
Koch Financial Corporation ("Lessor")
and
City of Coppell ("Lessee")
This Amendment is entered into as of March 1, 2004 by and between Lessor and Lessee for
the purpose of amending the above referenced Agreement. Lessor and Lessee hereby agree to
amend the Agreement as follows:
DELETE from the below Section the following:
Section. G. Continuation of Isaac Tennlessee currently intends to do all things lawfully within its power to obtain and maintain funds fttun which the Rental
Payments may he made, including making provision fur such paymcmu to the extent necessary in each budget or appropriation request submitted and adopted in
accordance with applicable provisions of law.
All other terms and conditions of the Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the
date first written above.
LESSOR: '
Koch Financial Corporation
By:
GATE J �MENrZ
Title: iA .p ONS
LESSEE:
Citv of Connell
TX,rev061202 Counter art No. of t! manuallyr F
execs ed and
serially num)-,
ere3 cocarp
rcarts. Tnt o the extet:Iat this
A;rcemerdt 00:?St2:'�rCS chaUd *`2 per a T s'n
,, .}-+ � .o defined !i) the 1nL.. T)
Co.r.:nerc:a] Code), no seI ity interest herein inay be created
ihrouob t`ie transferor possession of any Counterpart other
Llan Cou ;terpan No. 1,
Master Lquipmau 1—"seJPurcbsse Agreement dead March I, 2004
EXHIBIT A
SCHEDULE OF PROPERTY NO.2
RE: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT entered into as of March 01, 2004, ("Agreement"), between Koch
Financial Corporation ("Lessor") and City of Coppell ("Lessee"). All terms used and not otherwise defined herein have the meanings
ascribed to them in the Agreement.
The following items of Equipment are hereby included under this Schedule to the Agreement.
Ninety five percent of the financing costs are being used to acquire assets that will he capitalized.
DESCRIPTION OF EQUIPMENT
onantity Description Model No. Serial No.
31.E ' " ) Fire Truck(s)
Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true
and correct as though made on the Commencement Date of Rental Payments under this Schedule. The terms and provisions of the
Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are
hereby incorporated into this Schedule by reference and made a part hereof.
Dated: October 25, 2004
Lessee: City pell
Ey
Name IiITT
Title CITY MANAGEwRA
Date: 1- Z9—ew
Lessor: Koch Financia Corporation
EyKI 11
Name GAV
"RESIDENT OPERATIONS
Date: 10 -2.5—D -j
Counterpart No. 2 of 3 manually executed and
serially numbered counterparts. To the extent that this
Agreement constitutes chattel paper (as defined in the Uniform
Commercial Code), no security interest herein may be created
through the transfer or possession of any Counterpart other
than Counterpart No. 1,
EXHIBIT A-1
RENTAL PAYMENT SCHEDULE
COMMENCEMENT DATE: October 25, 2004
City
Date'?—Z9- ori
Counterpart No. 2 of 3 manually executed and
serially numbered counterparts. To the extent that this
Agreement constitutes chattel paper (as defined in the Uniform
Commercial Code), no security interest herein may be created
through the transfer or possession of any Counterpart other
than Counterpart No. 1.
Payment
Payment
Purchase
I
Outstanding
I
Pmt #
Date
10/25/2005
I nterest
Principal
Price
Balance
COMMENCEMENT DATE: October 25, 2004
City
Date'?—Z9- ori
Counterpart No. 2 of 3 manually executed and
serially numbered counterparts. To the extent that this
Agreement constitutes chattel paper (as defined in the Uniform
Commercial Code), no security interest herein may be created
through the transfer or possession of any Counterpart other
than Counterpart No. 1.
10/25/2004
$723,alu.60
1
10/25/2005
$197,385.83
$25,840.04
$171,545.79
$563,310.11
$552,264.81
2
10/25/2006
$197,385.83
$19,715.85
$177,669.97
$382,086.74
$374,594.84
3
10/25/2007
$197,385.83
$13,373.04
$184,012.79
$194,393.69
$190,582.05
4
10/25/2008
$197,385.83
$6,803.78
$190,582.05
$0.00
$0.00
Totals:
$789,543.31
$65,732.71
$723,810.60
Rate 3.570%
COMMENCEMENT DATE: October 25, 2004
City
Date'?—Z9- ori
Counterpart No. 2 of 3 manually executed and
serially numbered counterparts. To the extent that this
Agreement constitutes chattel paper (as defined in the Uniform
Commercial Code), no security interest herein may be created
through the transfer or possession of any Counterpart other
than Counterpart No. 1.
EXHIBIT B
PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE, AS RELEVANT
FINAL ACCEPTANCE CERTIFICATE
Re: Schedule of Property No. 2, dated October 25, 2004, to Master Equipment Lease/Purchase Agreement, dated as of March 01, 2004, between Koch Financial
Corporation, as Lessor, and City of Copped, as Lusa.
In accordance with the Master Equipment LeasdPurchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor
as follows:
(1) All of the Equipment (as such tens is defined in the Agrec meat) listed in the above -referenced Schedule of Property (the "Schedule") has been delivered, installed
and accepted on the date hereof.
(2) Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it dams necessary and appropriate and hereby acknowledges that
it accepts the Equipment for all purposes.
(3) Lessee is currently maintaining the insurance coverage required by Section 17 of the Agreement.
(4) No event or condition that constitutes, or with notice or lapse of time, or troth, would constitute, an Event of Default (as defined in the Agreement) exists at the
date hereof.
LESSEE
>OR<
PAYMENT REOUEST and PARTIAL ACCEPTANCE CERTIFICATE
Koch Financial Corporation is hereby requested to pay the person or entity designated below as Payee, the sum set forth below in payment of a portion or all of the cost
of the acquisition described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the
acquisition of the equipment and has not formed the basis of my prior request for payment. The equipment described below is part or all of the "Equipment' listed in
Exhibit A to the Master Equipment Lease/Purchase Agreement referenced above.
Ousintity Serial Number/Description: Amount,
Payee:
Payee's Federal ID Number:
Lessee hereby certifies and represents tu and agrees with Lessor as follows: (i) the equipment described above has been delivered, installed and accepted on the date hereof; (ii) Lessee has
conducted such inspection and/or testing of said equipment as it deems necessary and appropriate and busby acknowledges that it accepts said equipment for all purposes; (iii) Lessee is
currently maintaining the insurance coverage required by Section 17 of the Agreement; (iv) an event or condition Mat constitutes, or with notice or lapse of time or both would constitute, an
Event of Default (as such term is defined in the Agreement) exists at the date hereof.
Dated: LESSEE
City of Coppell
Dy
Title
PLEASE RETURN PAYMENT REQUEST TO:
KOCH FINANCIAL CORPORATION
17767 North Perimeter Drive Suite 101
Scottsdale, AZ 85255
EXHIBIT D
ACCEPTANCE OF RENTAL PAYMENT OBLIGATION
Re: Schedule of Property No. 2, dated October 25, 2004 to Master Equipment Lease/Purchase Agreement, dated as of March 01,
2004 between Koch Financial Corporation, as Lessor, and City of Coppell, as Lessee.
In accordance with the Master Equipment Lease/Purchase Agreement (the "Agreement"), the undersigned hereby acknowledges and
represents that:
All or a portion of the Equipment (as such term is defined in the Agreement) listed in the above -referenced Schedule of Pro erty (the
"Schedule") has not been delivered, installed, or available for use and has not been placed in service as of the date hereof;
Lessee acknowledges that Lessor has agreed to set aside funds in an amount sufficient to provide financing (to the extent requested by
Lessee and agreed to by Lessor) for the Equipment listed in the Schedule (the "Financed Amount");
The Financed Amount is set forth as the "Principal Component" of Rental Payments in the Rental Payment Schedule attached to the
Schedule as Exhibit A-1 ("Exhibit A-1"); and
Lessee agrees to execute a Payment Request Form, attached to the Agreement as Exhibit B, authorizing payment of the Financed
Amount, or a portion thereof, for each disbursement of funds.
NOTWITHSTANDING that all or a portion of the Equipment has not been delivered to, or accepted by, Lessee on the date hereof,
Lessee warrants that:
(a) Lessee's obligation to commence Rental Payments as set forth in Exhibit A-1 is absolute and unconditional as of the
Commencement Date of the Schedule and on each date set forth in Exhibit A-1 thereafter, subject to the terms and conditions of the
Agreement;
(b) Immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of the
Equipment by delivering to Lessor a "Final Acceptance Certificate" in the form set forth as Exhibit B to the Agreement;
(c) In the event that any surplus amount remains from the funds set aside or an event of nonappropriation under the Agreement occurs,
any amount then remaining shall be applied or distributed in accordance with Lessor's standard servicing procedures, which includes,
but is not limited to, application of the remaining amount to the next Rental Payment and other amounts due; and
(d) Regardless of whether Lessee delivers a Final Acceptance Certificate, Lessee shall be obligated to pay all Rental Payments
(including principal and interest) as they become due as set forth in Exhibit A-1.
AGREED TO on Ocotber 25, 2004.
City
CITY MANAGER
THE CITY OF COPPELL, LESSEE, HAS PLACED THE EQDIPKM IN SERVICE. THIS IS
A REFINANCE.
T H E - C I T Y • O F
September 16, 2004
Koch Financial Corporation
17767 North Perimeter Drive, Suite 101
Scottsdale, Arizona 85255
Re: Schedule No. 2 dated October 25, 2004 to the Master Equipment Lease Purchase
Agreement dated March 1, 2004 (the "Lease"), by and between Koch Financial
Corporation and City of Coppell.
Ladies and Gentlemen:
We, City of Coppell ("Customer"), have entered into the above referenced Lease with
you, Koch Financial Corporation ("Koch"), for the purpose of financing certain
implementation services (the "Services") in the amount of $723,810.60 (the "Financed
Amount"). Customer hereby requests that Koch hold the Financed Amount in an internal
escrow account pending Koch's receipt of confirmation from Customer that the Service
has been delivered, performed and accepted for all purposes by the Customer. Customer
understands and agrees that interest shall accrue on the entire Financed Amount as of the
date hereof, and further understands and agrees that any interest earned on the Financed
Amount shall be paid to Koch in consideration of managing the internal escrow account.
Title CITY MANAGER
255 PARKWAY * P.O.BOX 9478 * COPPELL TX 75019 * TEL 972/462 0022 * FAX 972/304 3673
LESSOR: KOCH FINANCIAL CORPORATION, 17767 N. Perimeter Dr. Suite 101, Scottsdale, AZ 85255
LESSEE: City of Coppell REFERENCE #24392
1. In accordance with Section 17 of the Agreement, we have instructed the insurance agent named below:
(Please N in name, address and telephone number).
JAMES VINS A UNDERWRITER Telephone: 8r 001537-6655
TEXAS MUNICIPAL LEAGUE RISK POOL pan: (512)491-2404
1821 RUTHERFORD IN. To issue:
AUSTIN, TX 78754
a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Koch
Financial Corporation and/or its assigns, u lou payee.
Coverage Required: Full Replacement Value
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Koch Financial Corporation and/or its assigns as Additional Insured,
OR
Minimum Coverage Required:
$500,000.00 per person; $500,000.00 aggregate bodily injury liability; $100,000.00 property damage liability
Pursuant to Section 17 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-insurance
in letter form together with a copy of the statute authorizing this form of insurance.
Proof of insurance coverage will be provided prior to the time the Equipment is delivered to in.
LEASE PAYMENT INSTRUCTIONS
Pursuant in the Master Equipment Lease(Purchase Agreement dated March 01, 2004 (the "Agreement"), Schedule of Property No. 2, dated October 25, 2004, between
Koch Financial Corporation (the "Lessor") and City of Coppell (the "Lessee'), Lessee hereby acknowledges the obligations to make Rental Payments promptly when
due, in accordance with Exhibit A-1 to the Agreement.
LESSEE NAME: CITY OF COPPELL TAX III#; 75-1183207
INVOICE MAILING ADDRESS: P.O. BOX 9478, COPPELL, TEXAS 75019
Mail invoices to the attention of., CHIEF ACCOUNTANT Phone ( 97g 304-3693 Fax (97g 304-3571
Approval of Invoices required by:
DIRECTOR OF FINANCE OR DESI 973_104-3690 Fm 07A 304-3571
Accounts Payable Contact: TERI BROWN
Processing time for Invoices: DUE TO A/P BY
(972) 304-3667 Fax ( 304-3571
ON WED.
Do you have a Purchase Order Number that you would like included on the invoice? No Y Yes
Do your Purchase order numbers change annually? Nog Yes_ Processing time for new purchase orders:
LESSEE: City of Cc
By:
Tide:
Date: /
10/20/2004 16:52 CITY OF COPPELL FINANCE 4 914804193606
Form8038-G Information Return for Tax -Exempt Governmental Oblioatlons
(Nm. November 2000) p Under Internal Revenue Cada Section 149 (a)
P See separate Instructions
a.rnnwarwnv...r Caution: Use Form 603&GC tithe Issue price Is under $100,000
wuwnwwrawye
NO. 165 D02
24392
OMB No, 154&0720
,f A..,...d.a a.pu.n I:Mr4 Mm ► 1 1
1 Issuers name
Li Fuu..awI................................ .......... ..
2Issuer's employer Identification
Cb of co II
12
rl5 - I i 8 5';).0-73
Number end etree((or P. 0. box If mail Is not delivered to Street address)
1Z
Roomfsulta
4 Report number
255 Parkway Blvd P.O. 9476
13
14
3
5 City, town, or post office, state, and ZIP code
14
6 Dale of /esus
Co 11, Tx 75019
. ....
10125114
7 Name of Issue
F1 Housing ..... , .... , ...............I......I.............I....
8 GUSIP number
Schedule of Property No. 2 dated 10126M to Master Equipment Lease Pumnasa reemem dated 3!1104
N/A
8 Name and 100 of of /icer or leas[ reerosentstMa whom the IRS maw 10 T4leohdne number of
tar or least representative
17
FA
• 3ioBr-i
..
Li Fuu..awI................................ .......... ..
... ....I
.
12
F-] Health acrd hospital . ... . ........... . ................. . ............
.012
1Z
13
❑ Transportation ...............................................
. .
13
14
r7 Public safety .............. I ... I .... , ........................
I .
14
15
M Enviorunent (including sewage bonds) . . .............................
. ....
15
16
F1 Housing ..... , .... , ...............I......I.............I....
16
17
❑ UfiOlss.....................................................
17
16
® Omar. Describe (see instructions) ► Three fire trucks
1s
18 t obligations aro TANS or RANs, check box ► E] If oblig■gms are BANS, cheek box ► Q
20
N obegatons ere in the form of a Jesse or installment said, check box
► M
average
years
a.
23
rtuwwo craw m, ow,uw nr.w u, .. . . . . . . ..
Issue Price of entire Issue (Enter amount from line 21, column (b) .............................
. . . .. .. . . ... . . . . . . . . . .
.
24
Proceeds used far bond Issuance costs (Including underwrilere' diseoun0 ............."0.00
.012
26
Proceeds used for credit enhsnoamenl ................................00
2e
Proceeds allocated to reasonably require reserve or roplacement fund ..............Inn27
Proceeds used to currently refund prior Issues ........................
. ...6026
Proceeds used to advance refund prior issues ...........................
29
Tate) (add lines 24 through 28) ................................................
.
31 Enter the remaining weighted averaga maturity of the bonds to be currently ratunded . ................. ► 2.6 years
32 Enter the remaining weighted average maturity of the bonds to be advanced refunded ................. ► Na
33 Enter fife last date on whin the refunded bonds Wil be called ................... . . . ........ if 11/23!04
34 Enter gra dates(&) the refunded bonds were Issued 011/2812000
35 Enter the amount of the slain volume cap allocated to Ina 16910 under Section 141 (0)(11) ... .... ... . ....
3911 Emor the amount of gross pracaeds Invested or to be invested in a guaranteed investment contract (see insbuclons) 38s
b Entor the final maturity date of the guaranteed Investment contract ►
37 Pooh financings: a Proceeds of this Issue that are to be used to make loans to other governmental units 3711
to If Ihls Issue is a loan made from the proceeds of another tax-exempt issue, check boot ► ❑ and enter the name of rhe
Issuer and the date of the Issue ►
36 If the lasuar has designated the issue under section 265 (b)(3)(8)(i)(111) (smaller Issuer exception), check box ... . ............ ► ❑
39 if the issuer nee elected to pay a penalty to lieu of erbitraga (coats, Check box .......... , , I ...... 0 ❑
40 If the issuer hasIdentifieda hedge, check box ............... . ........................ ►
L)na& Penalties of perjury, I doclMe that I have examined this return and aaompanyirhg schedules and statements, and to the but of my xnowbdoe and
please bettor, they am true, Correct arra s Plaw'
Sign
Hare ► iYJ� ► �iellnlKX Ar�►'°t`9
SAIMU(swANA001 Date Typo& pwl naN end ale 'c)4: Fi naiiCL
For Paperwork Reduction Act Notice, see page 2 of the ins"eaone. Cat. No. 637738 Form 6036-G (Rev. 11.2000)
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
_.__ I 10 -Under Internal Revenue Code section 149(e)
(Rev. November 2000) ► See separate Instructions.
oeparlmen[ of Me Treasury Caution: if the issue price is under $100,000, use Form 8038 -GC.
OMB No. 1545-0720
24392
check here ►
1 Issuer's name
2 Issuer's employer identification number
City of Ciappiall
75 :1183207
3 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
4 Report number
❑ Transportation . . . . . . . . . . . . . . . . .
13
2
5 City, town, or post office, state, and ZIP code
rinpipall TX 75019
6 Date of issue
In/2912MIA
7 Name of issue
8 CUSIP number
Schedule of Pmerty No. 2 dated IMILM4 W Merrier Gou pment Lease PurOsw Anneemert
16
9 Name and title of officer or legal representative whom the IRS may call for more information
10 Telephone number of officer or legal representative
JENNIFER ARMSTRONG, DIRECTOR OF FINANCE
1 (972 ) 304-3690
IMM Tvoe of Issue (check aoolicable box(es) and enter the issue price) See instructions and attach schedule
11
❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
12
❑ Health and hospital . . . . . . . . . . . . . . . . . .
12
13
❑ Transportation . . . . . . . . . . . . . . . . .
13
14
❑ Public safety . . . . . . . . . . . . . . . . . . . . .
14
15
❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . .
15
16
❑ Housing . . . . . . . . . . . . . . . . . . . . . .
16
17
❑ Utilities . . . . . . . . . . . . . . . . . . . . . .
17
18
❑ Other. Describe ►
18
19
If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► El
20
If obligations are in the form of a lease or installment sale, check box . . . . . . ► ❑
22
23
24
25
26
27
28
29
(a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted
price at maturity I average maturity
Proceeds used for accrued interest . . . . . . . . . . . .
. . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) .
. . . . .
Proceeds used for bond issuance costs (including underwriters' discount)
24
Proceeds used for credit enhancement . . . . . . . . . . .
25
Proceeds allocated to reasonably required reserve or replacement fund .
26
Proceeds used to currently refund prior issues . . . . . . . .
27
Proceeds used to advance refund prior issues . . . . . . . .
. 28
Total (add lines 24 through 28)
(e) Yield
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years
33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ►
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)3a
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ►
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
at If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box , . . ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑
40 If the issuer has identified a hedge, check box ► ❑
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
antl j)akf, they are true, comect,And complete.
Sign
Here
IF
gnature of 's authorized representative Date Type or print name and tide
For PaperworkReduction Act Notice, see page 2 of the Instructions. cat. No. 637735 Form 8038-G (Rev. 11-2000)
CERTIFICATE OF SIGNATURE AUTHORITY OF LESSEE
October 25, 2004
Koch Financial Corporation
17767 North Perimeter Drive
Scottsdale, Arizona 85255
RE: Master Equipment Lease/Purchase Agreement dated March 01, 2004,
("Agreemene), by and between City of Coppell ("Lessee") and Koch
Financial Corporation, ("Lessoe ).
Dear Koch Financial Corporation,
I, the undersigned, do hereby certify
(i) that the officer of Lessee
JIM WITT, CITY MANAGER
please print the name and title of the person who signed the lease documents in the line above
who executed the foregoing Agreement on behalf of Lessee and whose genuine signature appears thereon, is
the duly qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to
execute the foregoing Agreement on behalf of Lessee, and
(ii) that the budget year of Lessee is from OCTOBER 1 to SEPTEMBER 30
Sincerely,
Title: CITY SUCWTARY
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The Certificate of Signature Authority of Lessee should be executed by an authorized individual confirming the
executioner of the remaining documents is authorized. This document cannot be signed by the person signing the
lease document